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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): |
STAAR Surgical Company
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
0-11634 |
95-3797439 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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25510 Commercentre Drive |
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Lake Forest, California |
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92630 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (626) 303-7902 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
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Name of each exchange on which registered
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Common |
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STAA |
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NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 4, 2026, STAAR Surgical Company (the “Company” or “STAAR”) announced that the Company’s Board of Directors (the “Board”) appointed Warren Foust as President and Chief Executive Officer (“CEO”) and new member of the Board, effective August 4, 2026 (the “Effective Date”). Mr. Foust, age 50, joined STAAR in April 2023 as Chief Operating Officer (“COO”) and has served as Interim Co-CEO, President & COO since February 2026, and as President and COO since March 2025. Prior to joining STAAR, Mr. Foust served as Worldwide President, Johnson & Johnson Vision, Surgical, since December 2019.
Mr. Foust has no family relationship with the Company nor with any of its directors or executive officers, and there are no transactions in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Foust and any other person pursuant to which Mr. Foust was appointed as an officer or director of the Company.
In connection with his appointment as CEO, Mr. Foust executed an offer letter (the “Foust Agreement”) pursuant to which Mr. Foust will receive the following compensation: (i) base salary at an annual rate of $730,000 as of the Effective Date, and (ii) eligibility to participate in the Company’s annual cash bonus program with a target bonus for fiscal 2026 of (x) 70% of the amount of his base salary earned from the first day of the fiscal year 2026 through January 31, 2026; and (y) 100% of his base salary earned during the period beginning February 1, 2026. Mr. Foust will continue to participate in all other elements of the Company’s executive compensation and benefits plans. The Foust Agreement also provides for customary restrictive and confidentiality covenants.
The equity component of Mr. Foust’s CEO compensation consists of: (a) time-based stock options (20%), (b) time-based restricted stock units (“RSUs”) (20%), and (c) performance-based stock options that have a time-vesting component (3 years), with a life of ten years, and are split into three stock price attainment hurdles - $50, $75, and $100 per share (each 20%), as detailed more fully in the Performance Stock Option Grant Notices attached hereto as Exhibits 10.2-10.3 and incorporated herein by reference. Vesting requires attainment of both the time and stock price targets referenced. Approximately one-third of the equity compensation is for 2026, and the remaining approximately two-thirds represent a pull forward of Mr. Foust’s 2027 equity grant. Pursuant to the Foust Agreement and certain 2026 award agreements entered into in connection with his appointment, Mr. Foust is entitled to receive the following grants, subject to his continued employment with the Company:
•CEO Grant: An award consisting of (i) 22,493 time-vesting RSUs that vest over three years from the grant date, with one-third vesting on the first anniversary of the grant date and the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter (the “CEO RSU Award”), (ii) 40,471 time-vesting options that vest on the same schedule as the CEO RSU Award (the “CEO Time-Vesting Option”), and (iii) 131,830 performance-vesting options that performance vest over a performance period ending on the earlier of a change in control and 10 year anniversary of the grant date, subject to achievement of the aforementioned stock price hurdles, and time vest as to one-third on the first anniversary of the grant date with the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter, as further described
in the applicable award agreement (the “CEO Performance-Vesting Option”, and together with the CEO RSU Award and the CEO Time-Vesting Option, the “CEO Award”).
•2027 Grant: An award consisting of (i) 44,986 time-vesting RSUs that vest over 42 months from the grant date, with one-third vesting on the 18 month anniversary of the grant date and the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter (the “2027 RSU Award”), (ii) 80,942 time-vesting options that vest on the same schedule as the 2027 RSU Award (the “2027 Time-Vesting Option”), and (iii) 263,664 performance-vesting options that performance vest over a performance period ending on the earlier of a change in control and the 10 year anniversary of the grant date, subject to achievement of the aforementioned stock price hurdles, and time vest as to one-third on the 18 month anniversary of the grant date with the remaining two-thirds vesting in 24 substantially equal monthly installments thereafter, as further described in the applicable award agreement (the “2027 Performance-Vesting Option”, and together with the 2027 RSU Award and the 2027 Time-Vesting Option, the “2027 Award”).
•Timing of Grants: The 2027 Time-Vesting Option and 2027 Performance-Vesting Option will be granted in two portions. The first portion, consisting of 37,962 of the 2027 Time-Vesting Option and 123,659 of the 2027 Performance-Vesting Option (the “First Portion of 2027 Options”), will be granted on the First Grant Date (as defined below). The second portion, consisting of 42,980 of the 2027 Time-Vesting Option and 140,005 of the 2027 Performance-Vesting Option (the “Second Portion of 2027 Options”), will be granted on the Second Grant Date (as defined below). Notwithstanding the grant date of the Second Portion of 2027 Options, the time-vesting schedule and vesting commencement date of the Second Portion of 2027 Options will be measured from the First Grant Date. The grant date of the CEO Time-Vesting Option, CEO Performance-Vesting Option and the First Portion of 2027 Options will be the later of (i) the Effective Date (or, if the Effective Date is not a trading day, the next trading day) and (ii) the first trading day on which the Company’s insider trading window is open following the public release of the Company’s results for the second fiscal quarter of 2026; provided that each such grant shall be effective as of the close of trading on the applicable date (the “First Grant Date”). The grant date of the CEO RSU Award, 2027 RSU Award and Second Portion of 2027 Options will be January 4, 2027 (or, if not a trading day, the next trading day); provided that each such grant shall be effective as of the close of trading on the applicable date (the “Second Grant Date”).
Additional details regarding the terms of the performance-based options, are set forth in Exhibits 10.1-10.3, which are attached hereto and incorporated herein by reference.
In connection with his appointment, Mr. Foust also executed an Amended and Restated Severance Agreement, pursuant to which he is entitled to receive 18 months of base pay and employee benefits in the event of a “qualifying termination,” and an Amended and Restated Change in Control Agreement, according to which he is entitled to receive 18 months base pay, employee benefits, and earned bonus and target bonus amounts in the event of a “qualifying termination,” as such term is defined in the respective agreements.
Deborah Andrews, who has served since February 2026 as Interim Co-CEO alongside Mr. Foust, will cease serving as Interim Co-CEO and continue to serve as Chief Financial Officer and has
additionally been appointed Executive Vice President (“EVP”) as of the Effective Date. Pursuant to certain award agreements entered into in connection with her transition, Ms. Andrews is entitled to receive, subject to her continued employment with the Company: (i) an option grant to purchase up to 8,952 shares that vests over three years, with one-third of the shares underlying the option vesting on the 12 month anniversary of August 14, 2026 and the remaining two-thirds vesting in 24 equal monthly installments thereafter; (ii) an option grant to purchase up to 29,159 shares that vests based upon the achievement of the aforementioned share price hurdles; and (iii) an award of RSUs for 4,975 shares, with one-third of the RSUs vesting on the 12 month anniversary of January 4, 2027, and the remaining two-thirds vesting in 24 equal monthly installments thereafter. Additional details regarding the terms of the performance-based options are set forth in Exhibits 10.4, which is attached hereto and incorporated herein by reference.
All of Mr. Foust’s and Ms. Andrews’ equity awards are granted pursuant to the Company’s Amended and Restated Omnibus Equity Incentive Plan, as amended, and each are subject to the terms and conditions of the applicable grant notice and award agreement with respect thereto. The summaries herein are qualified in their entirety by reference to Mr. Foust’s and Ms. Andrews’s respective agreements and notices, copies of which are filed as Exhibits 10.1-10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 4, 2026, the Company issued a press release (the “Press Release”) announcing that the Company’s Board appointed Mr. Foust as President and CEO and a new member of the Board and that Ms. Andrews, who has served since February 2026 as the Interim Co-CEO alongside Mr. Foust, will continue to serve as the Chief Financial Officer and was promoted to EVP as of August 4, 2026. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.
Item 9.01 Financial Statements and Exhibits.
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Exhibit Number |
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Description |
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10.1 |
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President and CEO Offer Letter, effective August 4, 2026, by and between the Company and Warren Foust. |
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10.2 |
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Performance Stock Option Grant Notice, dated as of August 4, 2026, by and between the Company and Warren Foust. |
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10.3 |
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Performance Stock Option Grant Notice, dated as of August 4, 2026, by and between the Company and Warren Foust. |
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10.4 |
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Performance Stock Option Grant Notice, dated as of August 4, 2026, by and between the Company and Deborah Andrews. |
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99.1 |
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Press Release August 4, 2026 |
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104 |
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Cover page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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STAAR Surgical Company |
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Date: |
August 6, 2026 |
By: |
/s/ Deborah Andrews, EVP and Chief Financial Officer |
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August 4, 2026
STAAR Surgical Appoints Warren Foust as President and Chief Executive Officer
Deborah Andrews appointed Executive Vice President and Chief Financial Officer
LAKE FOREST, Calif.--(BUSINESS WIRE)-- STAAR Surgical Company ("STAAR" or the "Company") (NASDAQ: STAA), the global leader in phakic IOLs with the EVO family of Implantable Collamer® Lenses (EVO ICL™) for vision correction, today announced that following an extensive global search, its Board of Directors (the "Board") has appointed Warren Foust as President and Chief Executive Officer and a new member of the Board of Directors, effective August 4, 2026. Mr. Foust joined STAAR in April 2023 and has served as President and Chief Operating Officer since March 2025 and as Interim Co-CEO, President & Chief Operating Officer since February 2026. Deborah Andrews, who has served since February as Interim Co-CEO alongside Mr. Foust, effective August 4, 2026 will serve as Executive Vice President. She will also continue to serve as Chief Financial Officer. The Company remains focused on helping its customers to provide visual freedom for patients while delivering on its three principal strategy pillars: revenue growth, profit expansion, and innovation acceleration.
Neal C. Bradsher, Board Chair, said “After a rigorous global search, it is clear that Warren is the right leader to take STAAR forward. He brings exceptional judgment, operational discipline, and a clear focus on change and innovation. His genuine connection to our mission and people, along with his vision for the surgeons and patients we serve, position him to deliver sustainable, long-term value for shareholders, and the Board looks forward to what STAAR will achieve under his leadership. We also want to recognize Deborah Andrews — her leadership as Interim Co-CEO was exemplary, and we're delighted she continues in an expanded role as EVP and CFO.”
Mr. Foust said, "I'm honored by the Board's confidence and excited to get to work. STAAR is defining the future of refractive surgery — leading the industry shift from corneal tissue ablation to preservation, with more than four million lenses sold, eighty-five countries served, thirty years of proven safety and efficacy, and consistent EVO share gains globally. With half the world projected to be myopic by 2050, our market opportunity continues to compound.
“We have just completed the strongest first half in our Company’s history, marked by robust year-over-year growth, increasing profitability, and accelerating market share momentum. Our sequential growth in China — without inventory accumulation —reflects continued share gains, the success of our EVO+ launch, and favorable ASP tailwinds from an improving product mix. Over time, our innovation agenda will transform STAAR into a multi-product company and expand our global scale. We have the right technology, the right team, and a compelling long-term opportunity. This is only the beginning.”
Ms. Andrews added, "It has been an honor and a privilege to serve alongside Warren as Co-CEO during this important period of transition. I have seen firsthand his leadership qualities, his commitment to our people, and his clarity of vision for STAAR's future. I look forward to continuing to serve as CFO and to serving in my new role as EVP, as well as to continuing to work closely with Warren as he leads our company into its next chapter."
About Warren Foust
Mr. Foust joined STAAR in April 2023 as Chief Operating Officer and was appointed President and Chief Operating Officer in March 2025. He was named Interim Co-Chief Executive Officer in February 2026. In these roles, Mr. Foust has overseen research and development, global sales, marketing, manufacturing, and operations, leading the Company through a successful operational reset and return to profitable growth. Previously, he held senior leadership roles at Johnson & Johnson, including Worldwide President of Surgical Vision and Worldwide President of Mentor, along with earlier roles at DePuy Synthes, Aventis Pharmaceuticals and Roche Pharmaceuticals.
Mr. Foust serves on a variety of boards and advisory councils including the Ophthalmology Foundation, Gavin Herbert Eye Institute, Octane, ASCRS Industry Relations, AECOS North America, and the Board of Visitors for the University of Alabama. He holds both a master's degree and a bachelor's degree from the University of Alabama.
About Deborah Andrews
Ms. Andrews rejoined STAAR in March 2025 as Interim Chief Financial Officer and was appointed Chief Financial Officer in June 2025. She was named Interim Co-Chief Executive Officer in February 2026. In her role as CFO, Ms. Andrews oversees STAAR’s finance, accounting, and internal audit functions, as well as information technology and investor relations. Since April 2014, Ms. Andrews has served on the Board of Directors of Lineage Cell Therapeutics, a clinical-stage biotechnology company focused in the field of regenerative medicine. She currently serves as its Audit Committee Chair and has previously served as its Compensation Committee Chair. Ms. Andrews served in various accounting and finance leadership roles at STAAR from 1995 until her retirement in 2020, including twice as Chief Financial Officer from September 2017 until June 2020, and from 2005 to 2013. Ms. Andrews spent three years from 1991 to 1994 as a Senior Accountant for KPMG. Ms. Andrews holds a bachelor’s degree from California State University at San Bernardino.
About STAAR Surgical
STAAR Surgical (NASDAQ: STAA) is the global leader in implantable phakic intraocular lenses, a vision correction solution that reduces or eliminates the need for glasses or contact lenses. Since 1982, STAAR has been dedicated solely to ophthalmic surgery, and for over 30 years, STAAR has been designing, developing, manufacturing, and marketing advanced Implantable Collamer® Lenses (ICLs), using its proprietary biocompatible Collamer material. STAAR ICLs are clinically proven to deliver safe long-term vision correction without removing corneal tissue or the eye's natural crystalline lens. Its EVO ICL™ product line provides visual freedom through a quick, minimally invasive procedure. STAAR has sold more than 4 million ICLs in over 85 countries. Headquartered in Lake Forest, California, the company operates research, development, manufacturing, and packaging facilities in California and Switzerland. For more information about ICL, visit www.discoverICL.com. To learn more about STAAR, visit www.staar.com.
We intend to use our website as a means of disclosing material non-public information about the Company and for complying with Regulation FD. Such disclosures will be included on our website in the ‘Investor Relations’ sections at investors.staar.com. Accordingly, investors should monitor such portion of our website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting the Email Alerts section at investors.staar.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often contain words such as “anticipate,” “believe,” “expect,” “plan,” “estimate,” “project,” “continue,” “will,” “should,” “may,” and similar terms. All statements in this press release that are not statements of historical fact are forward-looking statements. These forward-looking statements are neither promises nor guarantees and involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from what is expressed or implied by the forward-looking statements, including, but not limited to: our ability to grow and generate profit; our reliance on independent distributors in international markets; a slowdown or disruption to the Chinese economy; global economic and geopolitical conditions; disruptions in our supply chain; fluctuations in foreign currency exchange rates; international trade disputes (including involving tariffs) and substantial dependence on demand from Asia; changes in effective tax rate or tax laws; any loss of use of our principal manufacturing facility; competition; potential losses due to product liability claims; our exposure to environmental liability; data corruption, cyber-based attacks or network security breaches and/or noncompliance with data protection and privacy regulations; acquisitions of new technologies; climate changes; the willingness of surgeons and patients to adopt a new or improved product and procedure; extensive clinical trials and resources devoted to research and development; compliance with government regulations; the discretion of regulatory agencies to approve or reject existing, new or improved products, or to require additional actions before or after approval, or to take enforcement action; laws pertaining to healthcare fraud and abuse; changes in FDA or international regulations related to product approval; product recalls or failures; and other important factors set forth in the Company’s Annual Report on Form 10-K for the year ended January 2, 2026 under the caption “Risk Factors,” which is filed with the Securities and Exchange Commission (the “SEC”) and available in the “Investor Information” section of the Company’s website under the heading “SEC Filings,” as any such factors may be updated from time to time in the Company’s other filings with the SEC.
Forward-looking statements speak only as of the date they are made and, except as may be required under applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACT:
Investor/Media Contact:
ir@staar.com
Connie Johnson
cjohnson@staar.com
(626) 303-7902 (ext. 2207)
Asia Investor/Media Contact:
Niko Liu, CFA
nliu@staar.com
United States: (626) 303-7902 (ext. 3023)
Hong Kong: +852 6092-5076
